Disposal of Atterbury Value Mart HYPROP INVESTMENTS LIMITED (Incorporated in the Republic of South Africa) (Registration number 1987/005284/06) JSE share code: HYP ISIN: ZAE000190724 JSE bond issuer code: HYPI (Approved as a REIT by the JSE) (“Hyprop” or “the Company”) DISPOSAL OF ATTERBURY VALUE MART 1. INTRODUCTION AND RATIONALE Hyprop’s strategy is to create safe environments and opportunities for people to connect and have authentic and meaningful experiences by owning and managing dominant retail centres in mixed-use precincts in key economic nodes in South Africa and Eastern Europe. In line with this strategy and its key priorities to recycle non-core assets and strengthen its balance sheet, shareholders are advised that Hyprop has signed agreements for the disposal of Atterbury Value Mart (the “property”) to Primegrowth Retail Property Proprietary Limited, Twin City Trading 2 Proprietary Limited and Atterbury Mile Proprietary Limited (“Atterbury Mile”) (collectively the “purchasers” and “purchaser ” means any one of them, as the context indicates), as one indivisible transaction, for an aggregate purchase consideration of R1 124 763 333 (the “purchase consideration”) (the “disposal”). The net proceeds from the disposal will be used to reduce debt and will result in Hyprop’s see-through loan to value ratio at 30 June 2020 of 41.4% reducing by 1.9% to 39.5%. 2. TERMS OF THE DISPOSAL Each purchaser has concluded a separate sale agreement with Hyprop to acquire a one third undivided share in the property with effect from the date of registration of transfer of the property into the names of the purchasers (the “transfer date”). The purchase consideration will be paid in cash on the transfer date, save for a vendor loan of R66 123 750 (the “vendor loan”) to be made available by Hyprop to Atterbury Mile. The vendor loan is repayable to the Company over six years, and will be secured by guarantees from Atterbury Mile’s shareholders and a second mortgage bond over Atterbury Mile’s undivided share in the property. The disposal is subject to the fulfilment (or waiver) of the following conditions precedent: - each of the purchasers obtaining senior debt finance of at least R150 million; - the Competition Authorities approving the disposal; - Hyprop and Atterbury Mile concluding a vendor loan agreement (and related security agreements), and a step-in rights agreement and an intercreditor agreement (including with the senior lenders to Atterbury Mile); - the purchasers concluding a co-ownership agreement in respect of the property; and - the Company concluding an agreement with the general manager of the property to retain his services. Hyprop has provided a rent reversion guarantee (capped at R5 million in aggregate) to the purchasers for a period of 24 months from the transfer date against any reversions in rental income on the conclusion of new leases or the extension of existing leases. The agreements relating to the disposal contain undertakings, warranties and indemnities which are normal for a transaction of this nature. 3. PROPERTY SPECIFIC AND FINANCIAL INFORMATION Property name Atterbury Value Mart Location Pretoria, Gauteng Sector Retail Total GLA (m2) 54 767 m2 Weighted average rental per m2 per month (R) R209 Disposal/Purchase consideration (R) R1 124 763 333 Carrying value of the property (as at 30 June 2020) (R) R1 178 000 000 The purchase consideration represents a discount of 4,5% to the carrying value of the property, as reflected in Hyprop’s consolidated statement of financial position at 30 June 2020. The net operating income of the property for the financial year ended 30 June 2020 (extracted from the audited consolidated annual financial statements of Hyprop for the year ended 30 June 2020 prepared in terms of IFRS) was R107 123 058. The purchase consideration is considered to be in line with the fair market value of the property, as determined by the directors of the Company. The directors of the Company are not registered as professional valuers or as professional associate valuers in terms of the Property Valuers Profession Act, No. 47 of 2000. 4. CATEGORISATION OF THE DISPOSAL The disposal is classified as a category 2 transaction in terms of the JSE Listings Requirements and as such is not subject to shareholder approval. 8 February 2021 Sponsor Java Capital Date: 08-02-2021 10:16:00 Produced by the JSE SENS Department. The SENS service is an information dissemination service administered by the JSE Limited ('JSE'). The JSE does not, whether expressly, tacitly or implicitly, represent, warrant or in any way guarantee the truth, accuracy or completeness of the information published on SENS. The JSE, their officers, employees and agents accept no liability for (or in respect of) any direct, indirect, incidental or consequential loss or damage of any kind or nature, howsoever arising, from the use of SENS or the use of, or reliance on, information disseminated through SENS.